8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2008

EAU Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51807	87-0654478
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite A, 1890 Cobb International Blvd., Kennesaw, GA 30152

(Address of principal executive office) (zip code)

Registrant's telephone number, including area code: (678) 388-9492

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01Entry into a Material Definitive Agreement

On June 2, 2008, Water Science LLC (“WS”), a shareholder of EAU Technologies, Inc. (the “Company”), entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended Convertible Note”). The Amended Note amends the Senior Secured Convertible Promissory Note dated as of September 15, 2005 (the “Original Note”), to change the maturity date of the note from September 16, 2008 to March 16, 2009. WS is controlled by Peter Ullrich, a member of the Board of Directors of the Company.

A copy of the Amended Convertible Note is filed herewith as Exhibit 10.1, and incorporated herein by this reference.

Section 3 - Securities and Trading Markets

Item 3.02Unregistered Sales of Equity Securities.

See Item 1.01 above.

The sale of the above referenced securities was exempt from registration with the Securities and Exchange Commission under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

Section 9 - Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired. Not applicable

(b) Pro Forma Financial Information. Not applicable

(c) Shell Company Transactions. Not Applicable

(d) Exhibits.

Exhibit Number	Description
10.1	Amended and Restated Senior Secured Convertible Promissory Note dated as of June 2, 2008 between the Company and Water Sciences LLC

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, EAU Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 3, 2008	EAU TECHNOLOGIES, INC.
	By: /s/ Brian D. Heinhold
	Brian D. Heinhold
	Chief Financial Officer

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EX-10.1